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CLEANTEK Industries Inc. — Proxy Solicitation & Information Statement 2021
Oct 1, 2021
43881_rns_2021-10-01_efdad176-7d55-4ec7-935e-d51d22a237ea.pdf
Proxy Solicitation & Information Statement
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RAISE PRODUCTION INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF RAISE PRODUCTION INC.
NOTICE IS HEREBY GIVEN that a special meeting (“ Raise Meeting ”) of shareholders of Raise Production Inc. (“ Raise ”) will be held at 9:00 a.m. (Calgary Time) on October 27, 2021 solely by means of remote communication by Microsoft Teams at https://tinyurl.com/RaiseSM2021, for the following purposes:
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to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution (the “ Raise Arrangement Resolution ”), the full text of which is attached as Appendix B to the accompanying joint management information circular (the “ Circular ”) of Raise and Cleantek Industries Inc. (“ Cleantek ”) authorizing Raise to issue such number of common shares of Raise (“ Raise Shares ”) as may be required to be issued to holders of class A common shares of Cleantek (“ Cleantek Shares ”) to allow Raise to acquire all of the outstanding Cleantek Shares on the basis of 58.3 Raise Shares for each outstanding Cleantek Share in accordance with an arrangement agreement between Raise and Cleantek dated July 12, 2021 (the “ Arrangement Agreement ”), as more particularly described in the Circular (the “ Arrangement ”) and approving the terms of the Arrangement; and
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to consider and, if deemed advisable, to approve an ordinary resolution electing Jesse Curlett, Paul Colucci, Phillip Knoll, Chris Lewis and Reg Greenslade to the board of directors of Raise upon the effective time of the Arrangement (the “ Raise Appointment Resolution ”, and together with Raise Arrangement Resolution, the “ Raise Ordinary Resolutions ”);
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to consider and, if deemed advisable, to approve, with or without variation, a special resolution, the full text of which is attached as Appendix B to the Circular, authorizing and approving a consolidation (the “ Consolidation ”) of the common shares in the capital of Raise on the basis of a consolidation of one (1) Resulting Issuer Share (as defined below) for fifty-eight and one third (58.3) Raise Shares (the “ Raise Consolidation Resolution ” and collectively with the Raise Arrangement Resolution and the Raise Appointment Resolution, the “ Raise Transaction Resolutions ”); and
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to transact such other business as may properly come before the Raise Meeting or any adjournment or postponement thereof.
This Notice of Special Meeting is accompanied by the Circular, which provides additional information relating to the matters to be dealt with at the Raise Meeting and forms part of this Notice of Special Meeting.
Holders of Raise Shares who are unable to attend the Raise Meeting are requested to complete, date, sign and return the enclosed form of Raise proxy so that as large a representation as possible may be had at the Raise Meeting.
In light of the guidelines related to COVID-19, Raise will be hosting the Raise Meeting solely by means of remote communication. All Raise Shareholders are strongly encouraged to vote prior to the Raise Meeting by any means described below, as in-person voting at the time of the Raise Meeting will not be possible.
The board of directors of Raise has fixed 5:00 p.m. (Calgary Time) on September 27, 2021 as the record date for the determination of the registered holders of Raise Shares who will be entitled to receive notice of the Raise Meeting, or any adjournment or postponement thereof, and who will be entitled to vote at the Raise Meeting. Proxies to be used or acted upon at the Raise Meeting must be deposited with Raise’s transfer agent, Odyssey Trust Company, by 9:00 a.m. (Calgary time) on October 25, 2021 (or a day other than a Saturday, Sunday or holiday which is at least 48 hours before any adjournment or postponement of the Raise Meeting). Alternatively, a registered Raise Shareholder may vote online as provided for in the instructions set forth in the enclosed form of proxy. The time limit for deposit of proxies may be waived or extended by the chair of the Raise Meeting at his discretion, without notice.
DATED at Calgary, Alberta this 30[th] day of September, 2021.
By Order of the Board of Directors of Raise Production Inc.
(Signed) “ Eric Laing ” President, Chief Executive Officer and Director